UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 2610, 2019

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CARTER VALIDUS MISSION CRITICAL REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

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Maryland	000-54675	27-1550167
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4890 West Kennedy Blvd.

Suite 650

Tampa, Florida 33609

(Address of principal executive offices)

(813) 287-0101

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None



Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company		☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 8.01 Other Events.

~~Distributions~~The ~~Authorized~~board of directors of Carter Validus Mission Critical REIT, Inc. (the “Company”) determined to recommend that the Company’s stockholders reject the unsolicited “mini-tender” offer by CMG Partners, LLC and its affiliates, CMG Income Fund II, LLC and CMG Liquidity Fund, LLC (the “Offeror”), for up to 300,000 shares of the Company’s common stock (the “shares”), which is approximately 0.17% of the outstanding shares as of March 31, 2019. The Company wishes to inform its stockholders that it does not endorse the Offeror’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares. Stockholders who have already tendered their shares may withdraw them at any time prior to 11:59 p.m., Pacific Time, on August 9, 2019, in accordance with the Offeror’s offering documents.

OnThe ~~June 26, 2019, the board of directors ("Board") of Carter Validus Mission Critical REIT, Inc. (the "~~Company") ~~approved~~is ~~and~~circulating ~~authorized~~ a ~~daily~~letter ~~distribution~~ to ~~the Company’s~~ stockholders, offurnished ~~record~~ as ofExhibit ~~the~~99.1 ~~close~~to ofthis ~~business~~Current onReport ~~each day of the period commencing~~ on ~~July~~Form 1,8-K ~~2019~~ and ~~ending~~incorporated onherein ~~July~~by 31reference, ~~2019.~~that ~~The~~sets ~~distributions~~forth ~~will~~the bereasons ~~calculated~~for ~~based on 365 days in~~ the ~~calendar~~board ~~year and will be equal to $0.000876712 per share~~ of ~~common~~directors’ ~~stock,~~determination ~~which will be equal~~ to anrecommend ~~annualized~~a ~~distribution~~rejection ~~rate~~ of ~~6.0%, based on~~ the ~~Company's~~mini-tender ~~estimated per share net asset value of $5~~offer.~~33. The distributions declared for the record dates in July 2019 will be paid in August 2019. The distributions will be payable to stockholders from legally available funds therefor.~~

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



99.1	Letter to Stockholders of the Company from Michael A. Seton, Chief Executive Officer and President of the Company, dated as of July 10, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARTER VALIDUS MISSION CRITICAL REIT, INC.
Dated: June 27, 2019	By:	/s/ Kay C. Neely
Dated: July 10, 2019	By:	/s/ Kay C. Neely
	Name:	Kay C. Neely
	Title:	Chief Financial Officer

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